Tilray Brands, Inc. — Director's Dealing 2020

May 6, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tilray, Inc. (TLRY)
CIK: 0001731348
Period of Report: 2020-05-01

Reporting Person: Auerbach Michael (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-01	Class 2 Common Stock	M	107290	$0.1913	Acquired	588306	Direct
2020-05-01	Class 2 Common Stock	M	18290	$0.1913	Acquired	606596	Direct
2020-05-01	Class 2 Common Stock	S	95131	$7.3817	Disposed	511465	Direct
2020-05-01	Class 2 Common Stock	S	125580	$7.3817	Disposed	385885	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-01	Stock Option (Right to Buy)	$0.1913	M	107290	Disposed	2024-06-17	Class 2 Common Stock (107290)	Direct
2020-05-01	Stock Option (Right to Buy)	$0.1913	M	18290	Disposed	2025-09-17	Class 2 Common Stock (18290)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class 2 Common Stock	7891	Indirect
Class 2 Common Stock	667025	Indirect
Class 2 Common Stock	1705342	Indirect

Footnotes

F1: The stock option exercise reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

F3: The shares were a part of the pro rata release of 11 million shares of Class 2 common stock held by the former equity holders of Privateer Holdings, Inc. ("Privateer"). The shares were released from lock-up on April 3, 2020 under the Agreement and Plan of Merger and Reorganization, dated September 9, 2019, by and among Tilray, Privateer, Down River Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Tilray.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.0450 to $7.3817, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the footnote 3 to this Form 4.

F5: The shares represent shares issued upon exercise of options, which options were a part of the pro rata release of 11 million shares of Class 2 common stock held by the former equity holders of Privateer Holdings, Inc. ("Privateer"), which were released from lock-up on April 3, 2020 under the Agreement and Plan of Merger and Reorganization, dated September 9, 2019, by and among Tilray, Privateer, Down River Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Tilray.

F6: The Reporting Person is a member of M3 Daat, LLC and has sole voting and investment power with respect to the shares held by M3 Daat, LLC.

F7: Mr. Auerbach serves as General Partner of Murphy Ofutt Common, LLC, a multi-member limited liability company. Mr. Auerbach has sole voting and investment power with respect to the shares held by Murphy Ofutt Common, LLC

F8: The shares subject to this option are fully vested.